Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 07 2017 - 8:09AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 7, 2017
Registration No. 333-212801
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEC PHARMA LTD.
(Exact name of registrant
as specified in its charter)
Israel
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Not Applicable
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(State or other jurisdiction of incorporation
or organization)
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(IRS Employer
Identification Number)
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12 Hartom Street,
Har Hotzvim
Jerusalem 9777512,
Israel
(Address of Principal
Executive Offices
)
Intec Pharma Ltd.
2015 Equity Incentive Plan
(Full title of the Plan)
Vcorp Agent Services,
Inc.
25 Robert Pitt Drive,
Suite 204
Monsey, New York 10952
(Name and address of
agent for service)
(888) 528-2677
Telephone number, including
area code, of agent for service
Copies to:
Dr.
Shachar Hadar, Adv.
Meitar Liquornik
Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972)
(3) 610-3100
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Robert
L. Grossman, Esq.
Joshua M.
Samek, Esq.
Greenberg
Traurig, P.A.
333 Avenue
of the Americas
Miami, FL
33131
Tel: (305)
579-0500
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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EXPLANATORY
NOTE
This Post-Effective Amendment
No. 1 to the registration statement on Form S-8, filed with the Securities and Exchange Commission (the “
Commission
”)
on August 1, 2016 (Registration No. 333-212801) (the “
Registration Statement
”), is being filed by Intec Pharma
Ltd. (the “
Registrant
” or “
Company
”) to (i) amend and restate in its entirety Item 3 of
Part II (Incorporation of Documents by Reference) to clarify which Forms 6-K will be incorporated by reference into the Registration
Statement and to otherwise update the documents incorporated by reference into the Registration Statement and (ii) amend and restate
in its entirety Item 8 of Part II (Exhibits) to update the exhibits to the Registration Statement.
PART II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents,
which have been filed with the Commission by the Company, are incorporated herein by reference into this Registration Statement:
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(a)
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The Company’s Annual Report
on Form 20-F for the fiscal year ended on December 31, 2016, filed with the Commission
on April 7, 2017; and
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(b)
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The description of the Company’s
Ordinary Shares contained in Item 1 of the registration statement on Form 8-A (File No.
001-37521), filed with the Commission on July 28, 2015.
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In addition, all documents
subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, and certain Reports on Form 6-K furnished by the Company to the Commission (which indicate on their cover
pages that they are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that all securities have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents or
reports subsequently filed or made.
See “Exhibit Index” on page II-1
below.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jerusalem, Israel on this 7
th
day
of April, 2017.
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INTEC PHARMA LTD.
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By:
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/s/ Zeev Weiss
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Zeev Weiss
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Chief Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by
the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ John W. Kozarich*
John W. Kozarich
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Chairman of the Board of Directors
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April 7, 2017
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/s/ Zeev Weiss
Zeev Weiss
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Chief Executive Officer
(Principal Executive Officer)
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April 7, 2017
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/s/ Nir Sassi
Nir Sassi
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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April 7, 2017
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/s/ Gil Bianco*
Gil Bianco
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Director
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April 7, 2017
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/s/ Zvi Joseph*
Zvi Joseph
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Director
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April 7, 2017
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/s/ Hila Karah*
Hila Karah
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Director
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April 7, 2017
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/s/ Issac Silberman*
Issac Silberman
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Director
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April 7, 2017
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/s/ Giora Carni*
Giora Carni
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Director
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April 7, 2017
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* Signed by Zeev Weiss, as attorney in fact.
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
THE REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Intec Pharma
Ltd. has signed this Post-Effective Amendment No. 1 to the Registration Statement on this 7
th
day of April, 2017.
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VCORP AGENT SERVICES, INC.
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By:
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/s/ Laura Curtin
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Name:
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Laura Curtin
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Title:
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Secretary
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EXHIBIT INDEX
Exhibit
Number
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Description
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4.1
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Articles of Association of Intec Pharma
Ltd. (incorporated by reference to Exhibit 1.4 to the Registrant's Annual Report on Form 20-F for the fiscal year ended December
31, 2016 filed with the Commission on April 7, 2017).
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4.2
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Specimen share certificate (filed as
Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 filed with the Commission on June 9, 2015 (File No.
333-204836) and incorporated by reference herein).
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5.1**
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Opinion of Gross, Kleinhendler, Hodak,
Halevy, Greenberg & Co. as to the legality of the securities being registered.
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23.1*
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Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), independent registered public accounting firm, a member of PricewaterhouseCoopers International Limited.
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23.2**
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Consent of Gross, Kleinhendler, Hodak,
Halevy, Greenberg & Co. (included in Exhibit 5.1).
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24.1**
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Power of Attorney.
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99.1
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Intec Pharma Ltd. 2015 Equity Incentive
Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-209700),
filed with the Commission on February 25, 2016).
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